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Documents >> Bylaws
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BYLAWS

CHAPTER I
Association, its nature, time and seat

ARTICLE 1

CONSELHO EXECUTIVO DAS NORMAS-PADRÃO - CENP is a non-profit civil association, was founded in São Paulo, on December 16, 1998, by ABA – Associação Brasileira de Anunciantes, ABAP – Associação Brasileira de Agências de Publicidade, FENAPRO – Federação Nacional das Agências de Propaganda, ABERT – Associação Brasileira de Emissoras de Rádio e Televisão, ABTA – Associação Brasileira de Televisão por Assinatura, ANER – Associação Nacional de Editores de Revistas, ANJ – Associação Nacional de Jornais and Central de Outdoor.

ARTICLE 2

CENP shall have its headquarter and venue in this capital, the city of São Paulo, at Avenida Paulista, 2073 - Horsa II, 6° andar – Conjunto Nacional - CEP 01311-940, and unlimited duration.

ARTICLE 3

CENP shall be governed by the laws of the Country, by these Bylaws and by the "STANDARD RULES OF THE ADVERTISING ACTIVITY" whose principles constitute the regulatory standards establishing, in trade relations, the Code of Ethics of the Advertising Activity established by the 1st Brazilian Advertising Congress, with force of Law according to the provisions of art. 17 of Law No. 4.680 of June 18, 1965, and shall be observed by all the Advertising Agencies, Communication Vehicles, signatory or acceding Advertisers.

ARTICLE 4

CENP, at the discretion of its Executive Board, may maintain representations in all Brazilian states.

Sole Paragraph The representation shall observe the provisions of these Bylaws and may have administrative and financial autonomy where the Executive Board deems appropriate.

CHAPTER II
Social Purposes

ARTICLE 5

CENP’S social purposes are:

  1. To exercise, on behalf of its members, the supervision of the advertising activity, according to the provisions of art. 15 of Law 4.680 of June 18, 1965, ensuring the quality, legality and ethics in commercial relations among Advertisers, Advertising Agencies, the Communication Vehicle, observing the applicable legislation and "Standard Rules of the Advertising Activity" which shall prevail over any other;
  2. To defend the coherence of the market and the qualification of economic and professional agents working in it, respecting the specificities of the activities developed by Advertisers, Advertising Agencies, the Communication Vehicles, Autonomous Agencies or Brokers, Vehicle Representatives, under the Laws in effect;
  3. To defend freedom of advertising expression;
  4. To defend editorial freedom and the commercial freedom of communication vehicles;
  5. To uphold the Advertiser’s right to freely choose the Advertising Agency that will serve its account;
  6. To function as arbitration body in disputes which have as object the trade relations among Advertisers, Advertising Agencies, the Communication Vehicles and issues relating thereto;
  7. To offer to its members and to the governing authorities, whenever requested, technical advice on best business practices, fair competition, and uses and customs of the advertising industry;
  8. To disclose the "Standard Rules of the Advertising Activity" valuing its principles, also by exercising the desktop publishing activity of the material with that purpose;
  9. To act, whenever requested, as a harmony instrument among Advertisers, Advertising Agencies and Communication Vehicles, and the bodies representing them;
  10. To certify, at the request of the applicant and by unrestricted adherence to the "Standard Rules of the Advertising Activity", the technical and functional conditions of the Advertising Agencies that work in the creation, production, intermediation and advertising broadcasting and publishing;
  11. To deposit for public verification purposes, document relating to the commercial advertising and publicity activity;
  12. To accredit, at the request of stakeholders, aiming at the technical qualification and good industry practices, respecting the technical requirements specific of the market, Media Information Providers (research) and Circulation Verification services.

Sole Paragraph

The certification referred to in Article X of this item is awarded to the requesting agency's headquarters and shall be valid for all legal purposes, throughout the national territory.

CHAPTER III
Equity

ARTICLE 6

CENP has legal personality and distinct equity in relation to its members and members of the bodies created by these Bylaws, which do not jointly by the obligations incurred thereby.

ARTICLE 7

CENP’s equity shall consist of the material assets represented by all its movable or immovable property, bonds and product donations and legacies, of which shall be made, at the end of each fiscal year, the respective inventory.

CHAPTER IV
Social Panel

ARTICLE 8

The social panel of CENP shall be constituted by the entities that founded it and, separately, by Advertisers, Advertising Agencies and Communication Vehicles operating in the country and entities of the advertising market that adhere to the Standard Rules of the Advertising Activity.

ARTICLE 9

Associates are classified into:

  1. Founders: the entities named in art. 1 of these bylaws;
  2. Institutional: legally constituted entities, which operate regularly and that are representative of the various sectors of advertising activity and that commit to abide by, promote, defend, join and recommend "Standard Rules of the Advertising Activity" with their members;
  3. Effective: companies requesting inclusion in the membership of CENP and adhere to the "Standard Rules of the Advertising Activity" and that commit to abide by the decisions of the Executive Board and the Ethics Council;
  4. Fees: natural or legal persons who have rendered outstanding services to the advertising activity or CENP

ARTICLE 10

May only be admitted to CENP as:

  1. Institutional Associates and Effective associates, legal entities that, upon fulfillment of the requirements herein, are provenly enrolled in the Civil Registry of Legal Entities or the Trade Register;
  2. Honorary Associates, the individuals or entities that meet the general eligibility requirements of effective associates.

Sole Paragraph

Exception made to the representative of the Union before the Executive Board, it is forbidden the representation before the CENP bodies through individuals in the exercise of legislative mandate or public service of trust of any branches of the Federal, State and Municipal authorities.

ARTICLE 11

The admission to CENP social panel shall be made by the following key provisions:

  1. Institutional Associates shall be presented by two (02) founding associates;
  2. Effective associates shall complete the proposal form, undertaking to respect and comply with these Bylaws, being admitted by the Board of Directors which, to simplify the admission process, shall indicate whom, in the entity, will consider and decide on the request.

CHAPTER V
Rights of the associates

ARTICLE 12

The rights of associates are:

  1. With the exception of the sole paragraph of this article, participate, through an agent, of the General Meetings, and, through duly authorized persons, of the association management bodies, including the Ethics Council;
  2. Represent to the CENP Ethics Council regarding the matter governed by the "Standard Rules of the Advertising Activity”;
  3. Enjoy statutory benefits and technical assistance related to the advertising business;
  4. Offer theses, suggestions and proposals aimed at improving and/or updating the ethical principles of the activity, good business practices and their defense;
  5. Request the mediator interference of CENP in matters relating to good business practices.

CHAPTER VI
Duties of associates

ARTICLE 13

The duties of the associates extended to individuals representing them before CENP are:

  1. Care for CENP’s name and collaborate on an ongoing basis to achieve its objectives;
  2. Comply with and enforce the "Standard Rules of the Advertising Activity";
  3. Comply with and enforce the provisions of these Bylaws and the resolutions and/or decisions of the General Meeting, the Executive Board and the CENP Ethics Council;
  4. Make, occasionally, payment of financial contributions;
  5. Attend meetings, conferences or seminars promoted by CENP, in order to improve the ethics of activity and good business practice;
  6. Perform, once accepted, the functions for which it has been elected or appointed by CENP;
  7. Ensure the conservation of CENP assets;
  8. Communicate to the Executive Board, as soon as becoming aware, acts or facts that can undermine the ethics of commercial advertising activity, its concept and the good name of CENP;
  9. Keep the confidentiality of acts or facts that it has become aware because of the investiture in office created by these Bylaws;
  10. Respect the confidentiality of proceedings initiated before the Ethics Council, except for the provisions contained in art. 63 of these bylaws.

Sole Paragraph - At the initiative of CENP’s administrator President, according to art. 35 of these bylaws, whenever effectively verified, an ethical procedure shall be established to determine the participation of associates in acts that could compromise the good name and the respect to the advertising activity, within the provisions of the Bylaws and the Internal Rules of the Ethics Council of the entity and the laws governing advertising.

CHAPTER VII
Violations and penalties

ARTICLE 14

Constitute violations of social discipline subject to the sanctions provided for in these Bylaws:

  1. Failure to comply with a determination emanating from the Executive Board, the Ethics Council of CENP or the General Meeting;
  2. Promote, by direct or indirect means, the discrediting of the "Standard Rules of the Advertising Activity";
  3. Delay or put an embargo on the fulfillment of determinations provided by the Executive Board or the Ethics Council, after exhausted the defense stage, unless supported by the laws in effect;
  4. Coerce, influence or attempt to influence a member of the Ethics Council in order to obtain results in trial of matters submitted to the body;
  5. Participate, directly or indirectly, of any movement, action or influencing group that aims to remove CENP’s actuation force or disqualify its members, to the detriment of the effectiveness of "Standard Rules of the Advertising Activity";
  6. Breach confidentiality in respect of facts that it is aware because of investiture in office created by these bylaws;
  7. Breaking the secrecy imposed to a process in progress before the Ethics Council, exempted the provisions in art. 63 of these bylaws;
  8. Fail to make the payment of financial contributions on a timely basis.

ARTICLE 15

Offenses against social discipline shall be punished, according to their severity, with the following sanctions:

  1. Oral or written warning;
  2. Public censure by a notice posted at the headquarters and transcribed into newsletter;
  3. Suspension for twelve (12) months;
  4. Removal from the social panel.

Sole Paragraph

The suspension due to violation of Item VIII of the previous article shall have administrative nature irrespective of ethical behavior and shall remain in force as long as the default and in the case of agencies, shall result also in the suspension of the technical certification.

ARTICLE 16

The warning penalties, censorship and suspension shall be imposed by the Superior Board and implemented by CENP administrator President in decision adopted by secret ballot and by a majority of two-thirds (2/3 ) of those present.

ARTICLE 17

The process of application of the penalties due to disciplinary offense, except the provisions in item VIII of Article 14, shall have contradictory character, always ensuring to the accused the broad right to defense.

ARTICLE 18

The Superior Board, at the initiative of one of its members or associate in full enjoyment of its rights, may represent, disciplinarily, being the proceedings deemed confidential.

Sole Paragraph

The readmission as an associate shall occur only when the Superior Board at the request of the person concerned and by a simple majority, judges remedied the effects of the act which led to the elimination and understands that there is a willingness to comply with the Bylaws and observe the "Standard Rules of the Advertising Activity".

ARTICLE 19

The associated punished with a penalty of elimination shall be barred, for a period of one year, from being readmitted to the entity.

Sole Paragraph

The readmission as an associate shall occur only when the Superior Board at the request of the person concerned and by a simple majority, judges remedied the effects of the act which led to the elimination and understands that there is a willingness to comply with the Bylaws and observe the "Standard Rules of the Advertising Activity".

ARTICLE 20

Sanctions applied for lack of payment of contributions shall be considered closed upon payment of the debt.

Sole Paragraph

The readmission in the case elimination for non-payment shall be made only upon payment of the accumulated debt and may be negotiated with the administrative sector of the entity the terms of this settlement.

CHAPTER VIII
The association's bodies

ARTICLE 21

The CENP’s bodies are:

  1. General Meeting;
  2. Superior Board;
  3. Board of Directors and Governance
  4. Board of Directors;
  5. Ethics Council;
  6. Supervisory Board;
  7. Technical Media Committee;
  8. Price Lists Deposit.

Sole Paragraph

It is forbidden to the member of the body created by these Bylaws to obligate or compromise the Association in businesses and subjects foreign to the purposes and social interests.

CHAPTER IX
General Meeting

ARTICLE 22

The General Meeting is the sovereign body of CENP with deliberative function and will comprise the Founding and Institutional associates, which are up to date with their social obligations, also participating therein, with a voice but without voting rights, the Honorary associated.

Sole Paragraph

Each member of the General Meeting shall have one vote in its decisions.

ARTICLE 23

The General Meeting shall meet:

  1. Regularly, on two occasions per year:
    1. In the second half of April of each year to examine the last annual accounts, review the management and compliance reports and, in the year of election of the Executive Board and the Audit Committee of the entity, to vest those elected by the Board of Directors and Governance for the Executive Board of the entity, as well as to elect the members of the Audit Committee;
    2. Alternately in the election year indicated under the letter "a", also in the second half of April, to elect and to vest the members of the Board of Directors and Governance;
  2. Extraordinarily, whenever convened to:
    1. Amend the Bylaws examining the proposal of the Executive Board;
    2. Proposal for extinction of association;
    3. Application of penalty to remove founding member;
    4. To decide on the dismissal of managers, on the recommendation of Board of Directors and Governance;
    5. Consider member’s appeal which has been punished with disciplinary penalty, including termination of membership;
    6. Approve the admission of Honorary member;
    7. To consider issues omitted in the bylaws.
    8. To elect and vest, in case of vacancy, the member (s) of the Board of Directors and Governance.
    9. upon proposal by the Board of Directors and Governance, to decide on the acquisition, disposal of or encumbrance of the Association’s real estate, or any other transaction that should compromise the equity of the entity

Sole Paragraph

The Ordinary Annual Meeting and the Extraordinary General Meeting may be cumulatively called and held in the same place, date, time and recorded in the same

ARTICLE 24

The Meeting will be able to deal with a matter that is not included in your calling agenda, if so most present decide, sealed, however, in cases of dismissal of directors and statutory change.

ARTICLE 25

The CENP administrator President shall, observing the provisions of this Statute, call the General Meeting.

ARTICLE 26

Except as provided in Paragraph of the preceding article, the General Meeting shall be installed on first call with the presence of half plus one of the number of associates entitled to vote and on second call with any number.

Sole Paragraph

If thirty (30) minutes after the time set for the first call there is no legal quorum, the Secretary shall record the term in the attendance book, signed with the Chairman of the meeting.

ARTICLE 27

CENP’s administrator President shall convene and preside over the General Meetings, being replaced in his impediments by the 1st, 2nd and 3rd Vice-Presidents, in that order, and he shall appoint the Secretary of the Meeting.

ARTICLE 28

The decisions of the General Meetings shall be by secret vote, open vote and show of hands, according to the decision of the Meeting itself.

ARTICLE 29

Minutes shall be drawn up, with the works and deliberations of the Meeting, signed by the President and Secretary of the Meeting. For validity of the act, it is enough the signature of those necessary to constitute a "quorum" for deliberation, in the book of attendance.

CHAPTER X
Board of Directors and

ARTICLE 30

The Board of Directors and Governance is the collegiate body subordinated directly to the General Meeting, in charge of the management and governance of the entity, which will be carried out by an Executive Board, and responsible for the election of representatives of, among the members of the Higher Committee of Standard, indication and hiring of managing President, exclusively, the definition of entity's management policies and the governance system.

ARTICLE 31

The Board of Directors and Governance will be composed by five (5) members, among individuals with recognized value performance in the advertising market, irreproachable reputation, whether or not in professional activity, elected by the General Meeting, with individual term of office of 02 (two ) years from the date of election and investiture to be held at the Annual General Meeting, exercising activity in voluntary and meritorious character.

Sole Paragraph

In addition to the knowledge of best corporate governance practices, the Board members should be aligned and committed to the principles, values and code of conduct of entity.

ARTICLE 32

In case of vacancy by resignation, death or disability, the General Meeting will decide at a special meeting, on the election and investiture of the deputy for the fulfillment of the tenure.

ARTICLE 33

The Board of Directors and Governance will meet regularly every quarter and extraordinarily when necessary, whenever convened by the majority of its members or the Executive Board of CENP, to examine the agenda previously established.

ARTICLE 34

Board of Directors and Governance is liable for:

  1. Deliberating privately on:
    1. Implementation of the entity's compliance policy, ensuring the improvement of management control systems, including CENP entities, therefore, choosing the professionals for survey and investigation of administrative facts that should harm the good governance of the entity;
    2. proposal to the General Meeting’s decision on the acquisition, disposal of or encumbrance of real property of the Association;
    3. Approval of the budget estimates submitted thereto by the managing President of CENP ;
    4. Establishing the membership contributions of any kind;
    5. Accountability to the General Meeting, upon request;
    6. Providing information to the Audit Committee whenever requested;
    7. Establishing the annual management program of entity, determining, whenever possible, goals to be achieved;
  2. Decide on opportunity, periodicity, amount and payment of extraordinary contributions of the founding entities, effective members and / or certified agencies, whenever it is necessary for the performance of entity goals.
  3. Proposing amendments to the bylaws of the CENP, specifically in relation to administrative issues of the entity, for deliberation by the Extraordinary General Meeting convened for this purpose;
  4. Approval of standards and acts relating to the entity’s management and the periodic review of the entity's governance practices;
  5. Deciding always on the best interests of the entity as a whole, regardless the parties appointing or electing members, considering its purpose, its long-term feasibility and the impacts from its activities;
  6. Identifying, discussing and ensuring the dissemination of the values and principles of the entity, defining strategies and making decisions that protect and value it, and seek a balance between the stakeholders, therefore, it should establish hiring independent third parties (audits) or establishing committees;
  7. Electing the names of the members of the Executive Board to the Annual General Meeting investing thereof under the bylaws. 1st, 2nd and 3rd vice presidents and three directors without specific designation, among the members of the Higher Committee of Standards;
  8. Election of manager President for admission by administrative periods set forth by the Bylaws, and responsible for contracting and fixing the compensation;
  9. Recommend to the Extraordinary General Meeting convened for this purpose, the resignation of manager President at any time, for reasons deemed on the entity's interest;
  10. To support the Executive Board in the development of policies to attract and retain talent;
  11. Monitor financial and operational performance and the performance of the Executive Board and ensure that it identifies, mitigates and monitors the risks of the entity as well as the integrity of the internal control system;
  12. All other acts related to the management of the entity.

CHAPTER XI
Higher Committee of Standards

ARTICLE 35

The Higher Committee of Standard is the regulatory body composed of 23 (twenty- three) members and an equal number of deputies, appointed by the founding entities of the CENP, to act on behalf of and in capacity of their representatives, as follows:

  1. ABA – Associação Brasileira de Anunciantes with 4 (four) representatives and an equal number of deputies;
  2. ABAP – Associação Brasileira de Agências de Publicidade with 3 (three (3) representatives and an equal number of deputies;
  3. FENAPRO – Federação Nacional das Agências de Propaganda with 3 (three) representatives and an equal number of deputies;
  4. ANJ – Associação Brasileira de Jornais with 2 (two) representatives and an equal number of deputies;
  5. ABERT – Associação Brasileira de Emissoras de Rádio e Televisão with 4 (four) representatives to be 2 (two) of Radio and 2 (two) of Television and equal number of deputies;
  6. ANER – Associação Nacional de Editores de Revistas with 2 (two) representatives and an equal number of deputies;
  7. ABTA – Associação Brasileira de Televisão por Assinatura with 2 (two) representatives and an equal number of deputies;
  8. Central de Outdoor with 2 (two) representatives and an equal number of deputies;
  9. Government with 1 (one) representative to be appointed according to the sole paragraph to this article.

Sole Paragraph By agreement, CENP should have on the composition of its Higher Committee of Standard, one (1) representative appointed by the Government.

ARTICLE 35A

The Higher Committee will have a special representation of entities associated to CENP until the number of 04 (four), with consultative voice and without vote The entity inclusion will be by indication of the Executive Board to the Higher Committee, upon formal request of the concerned person and the unanimous vote of those present is required for approval.

ARTICLE 36

The tenures of the members of the Higher Committee of Standards belong to the founders entities of CENP that have appointed thereof and will last for two (2) years.

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